Page 6 of 9 – SEC Filing
(a) The aggregate amount of shares of Common Stock beneficially owned
by the Reporting Persons is comprised of the following: (i) 1,062,676 shares of
Common Stock and 46,596 shares of Class A-1 Preferred Stock held by Redmile
Capital Fund, LP, (ii) 262,671 shares of Common Stock and 204,772 shares of
Class A-1 Preferred Stock held by Redmile Capital Offshore Fund II, Ltd., (iii)
154,403 shares of Common Stock and 7,594 shares of Class A-1 Preferred Stock
held by Redmile Capital Offshore Fund (ERISA), Ltd., (iv) 2,129,754 shares of Common
Stock and 95,210 shares of Class A-1 Preferred Stock held by Redmile Capital
Offshore Fund, Ltd., (v) 47,400 shares of Common Stock and 112,847 shares of
Class A-1 Preferred Stock held by Redmile Strategic Master Fund, LP, (vi)
2,143,630 shares of Common Stock and 258,249 shares of Class A-1 Preferred
Stock held by MM LS Opportunities Master Fund, L.P., (vii) 434,439 shares of Common
Stock held by Map 20 Segregated Portfolio, a segregated portfolio of LMA SPC, and
(viii) 270,793 shares of Common Stock held by P Redmile Ltd. Redmile Group, LLC
is the investment manager/adviser to each of the private investment vehicles
and separately managed accounts listed in items (i) through (viii) and, in such
capacity, exercises sole voting and investment power over all of the shares
held by such vehicles and accounts and may be deemed to be the beneficial owner
of these shares. Jeremy C. Green serves as the managing member of Redmile
Group, LLC and also may be deemed to be the beneficial owner of these shares.
Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these
shares, except to the extent of its or his pecuniary interest in such shares,
if any. The Class A-1 Preferred Stock is initially convertible into shares of Common
Stock on a one-for-ten basis. Pursuant to the Certificate of Designation of
Preferences, Rights and Limitations of Class A-1 Convertible Preferred Stock
(the “Certificate of Designation”), the Issuer may not effect any conversion
of the Class A-1 Preferred Stock, and a holder of the Class A-1 Preferred Stock
does not have the right to convert any portion of the Class A-1 Preferred Stock
held by such holder, to the extent that, after giving effect to the conversion
set forth in a notice of conversion, such conversion would result in such
holder, together with such holder’s affiliates, and any persons acting as a
group together with such holder or affiliates, beneficially owning in excess of
the Beneficial Ownership Limitation. The “Beneficial Ownership Limitation”
is 9.99% of the shares of Common Stock then issued and outstanding, which
percentage may be changed at a holder’s election upon 61 days’ notice to the
Issuer. The 6,807,876 shares of Common Stock reported as beneficially owned by
the Reporting Persons in this Schedule 13D represents 9.99% of the outstanding
shares of Common Stock (calculated in accordance with the next paragraph).
For purposes of this Schedule 13D, the percent of class was calculated
based on an aggregate of 67,844,820 shares of Common Stock issued and
outstanding as of February 21, 2018, as reported by the Issuer in its Annual
Report on Form 10-K for the year ended December 31, 2017 filed with the
Securities and Exchange Commission on February 26, 2018, plus 302,110 shares of
Common Stock issuable upon conversion of 30,211 shares of Class A-1 Preferred
Stock, which is the maximum number of shares of Class A-1 Preferred Stock that
could be converted to Common Stock as of February 21, 2018 due to the Beneficial
Ownership Limitation.
(b)
Redmile Group, LLC:
(1)
Sole Voting Power: 0
(2)
Shared Voting Power: 6,807,876
(3)
Sole Dispositive Power: 0
(4)
Shared Dispositive Power: 6,807,876
Jeremy
C. Green:
(1)
Sole Voting Power: 0
(2)
Shared Voting Power: 6,807,876
(3)
Sole Dispositive Power: 0
(4)
Shared Dispositive Power: 6,807,876
(c)
The information in Item 6 below is incorporated herein by reference.
(d)
Not applicable.
(e)
Not applicable.
